James C. D’Arecca

About James C. D’Arecca

James C. D’Arecca (age 54) has served as an independent director of Prestige Consumer Healthcare (PBH) since August 2023. He is EVP & Chief Financial Officer of Haemonetics Corporation (since April 2022), and previously served as CFO of TherapeuticsMD (June 2020–April 2022), SVP/Chief Accounting Officer at Allergan plc/Actavis plc (Aug 2013–May 2020), and Chief Accounting Officer at Bausch & Lomb. Earlier, he held finance and BD roles at Merck and Schering‑Plough and began his career at PwC (1992–2005). He holds a B.S. in Accounting (Rutgers), an MBA (Columbia), and is a CPA.

Past Roles

External Roles

Board Governance

• Independence and financial expertise: The Board determined D’Arecca is independent under NYSE rules and an “audit committee financial expert.”
• Board/committee attendance: PBH states robust attendance; each director attended ≥75% of Board and committee meetings in FY2025; all directors attended the 2024 annual meeting.
• Committee assignments (FY2025):
  • Audit & Finance Committee (Chair); 5 meetings; mandate includes oversight of financial reporting, auditor independence, ERM, capital allocation, IT/cybersecurity and AI risk, and environmental disclosure controls.
  • Nominating & Corporate Governance Committee (Member); 5 meetings; oversees Board composition, independence/conflicts, governance policies, CEO/Board succession, and ESG oversight.
• Board structure: Combined Chair/CEO with strong Lead Independent Director (John E. Byom) and regular executive sessions of independent directors.
• Years of service on PBH board: Since August 2023.
• Director election: Standing for annual election among seven nominees.

Fixed Compensation (Non‑Employee Director – FY2025)

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Finance/accounting leadership: Former CAO at large‑cap pharma (Allergan/Actavis) and Bausch & Lomb; Big Four audit background; current public‑company CFO—supports Audit Chair role and “financial expert” designation.
• Healthcare/consumer sector experience: Mix of pharma, medical device, and consumer health; relevant to PBH’s OTC portfolio and regulatory/compliance oversight.
• Governance and risk oversight: Experience spanning SEC reporting, internal controls, M&A integration, capital allocation, and cyber/AI oversight via Audit charter scope.

Equity Ownership (Alignment)

Governance Assessment

• Strengths (board effectiveness and investor‑confidence signals)
  • Independent Audit & Finance Chair with CPA and deep public‑company finance experience; designated “audit committee financial expert.”
  • Robust committee mandates covering ERM, capital allocation, and cyber/AI oversight; 5 committee meetings in FY2025.
  • Clear independence determination and no related‑party transactions requiring disclosure.
  • Strong director ownership guidelines (5× retainer) and anti‑hedging policy; directors compliant or in transition window.
  • Solid engagement and attendance (≥75% for all directors).
• Watchpoints
  • Combined Chair/CEO structure persists; mitigated by empowered Lead Independent Director and regular executive sessions. Investors should monitor continued effectiveness of independent leadership.
  • Current personal share ownership is modest (2,295 shares), though RSU holdings and the 5‑year guideline ramp mitigate alignment concerns for a relatively new director (elected Aug 2023).

Appendix: Key Data Tables

Committee Assignments and Meetings (FY2025)

Director Compensation (FY2025)

Beneficial Ownership (as of June 10, 2025)

Director Equity Holdings (as of March 31, 2025)

Related Policies and Shareholder Signals

• Related‑party transactions: None requiring disclosure for FY2025; policy empowers Audit Chair (D’Arecca) and committee to review/approve or disapprove transactions.
• Say‑on‑Pay: 97% approval at 2024 annual meeting, indicating favorable investor sentiment toward compensation governance.

Overall: D’Arecca brings strong finance discipline and controls rigor as Audit Chair, clear independence, and solid engagement. Alignment is supported by equity grants and stringent ownership guidelines; as a newer director, ownership is building under the 5‑year policy runway. The board’s independent structures (Lead Director, executive sessions) and absence of RPTs support investor confidence, with continued monitoring of leadership structure and risk oversight execution appropriate.